


two whales diner

by dryadfiona



Category: Life Is Strange (Video Game)
Genre: Alternate Universe - Chloe Didn't Get Expelled, Alternate Universe - No Mark Jefferson (Life is Strange), Alternate Universe - No Storm in Arcadia Bay (Life is Strange), F/F, Fake/Pretend Relationship, Multi, Pining
Language: English
Status: Completed
Published: 2020-01-11
Updated: 2020-03-26
Packaged: 2021-02-27 10:54:19
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 5,998
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22205956
Author URL: https://archiveofourown.org/users/dryadfiona/pseuds/dryadfiona
Summary: Max needs Warren to leave her alone. Rachel's a good friend. Kate needs Victoria to leave her alone. Chloe's also a good friend. Shame their crushes don't line up that way.
Relationships: Kate Marsh/Chloe Price, Maxine "Max" Caulfield/Chloe Price, Rachel Amber/Kate Marsh, Rachel Amber/Maxine "Max" Caulfield
Comments: 26
Kudos: 93





	1. Chapter 1

**Author's Note:**

> content warning: in the canon of this fic, kate was still drugged at a party by nathan prescott. there's no dark room, and rachel got kate out before nathan could, but the event is discussed. nathan does not make any actual appearances in this fic. discussion is mostly limited to the first chapter. if you'd like a further warning, my writing tumblr is dryadfiona, and i'll happily answer any asks or dms.

Max has been _weird_ all morning.

Rachel likes to say she's not the most observant person, usually to laughs from the Vortex Club or whichever group she's hanging out with. It's true, too. She's pretty sure she's not the _most_ observant person. But she sees way more than most people realize. Other than Chloe, probably, who called her out for her fake psychic schtick that she was trying when they met. And Kate, who--well, that's not worth thinking about right now.

Max realizes _maybe_. But more importantly, she's being _weird_.

These little breakfast not-double-dates have been a tradition of theirs every Saturday morning since school started. It started as a Sunday morning thing, but Kate felt bad about missing church, which is to say that Kate's parents made her feel bad about missing church, and Rachel had fiercely defended her to a somewhat-annoyed Chloe.

Then Max had raised her eyebrows at her from across the table. Rachel had, surprisingly, felt her face turn warm. Chloe hadn't noticed, surprisingly. Kate had, and Rachel said she was sick, which was _complete_ bull. She hates lying to Kate, too.

But them's the breaks, as someone--she doesn't remember who--used to say.

After that, Rachel had pulled Max aside and told her to never tell Kate or anyone else anything, or she'd--she'd stopped there. She felt bad threatening Max, in part because she always looked so disappointed when she did. 

Max said she wouldn't tell anyone. Rachel had decided Max was one of her favorite people in the world, and told her so. Max looked like she wasn't sure whether to be confused or fond.

Rachel had figured out Max's crush on Chloe about--oh, forty minutes later. Chloe had helped Max out of the car, like the butch she was, and Max's face had flushed _bright_ red. Rachel had waggled her eyebrows and Max had avoided eye contact with her for like a week. She did still bring Rachel muffins to their early morning English class, though, so they were good.

Max is being _that_ kind of weird again.

She won't look at Chloe, and she won't look at Rachel, and she'll barely look at Kate, and even then, only when she's genuinely asking if Max is okay. Max smiles weakly and nods a little too enthusiastically. Kate doesn't look convinced. Rachel and Chloe exchange a glance and begin texting under the table.

They agree that something's wrong, of course, but they're viciously arguing about how to approach it. Chloe suggests asking her outright, which Rachel thinks is _insane_. In the end, they agree Rachel'll ask Max in her own way, but only because Chloe is Kate's ride home. Kate has something she wants to talk to Chloe about anyway, apparently, and Rachel carefully bites back a grimace.

"Max," Rachel implores, grabbing onto her arm. Max doesn't blush like she used to when Rachel did that. It's a little annoying, but she gets to tease her about Chloe now, so it balances out. 

"Yeah?" Max asks. 

"Let's walk around on the beach. I'll call us an Uber home or something."

"You know Ubers are expensive here," Max says, but starts heading towards the beach anyway. Rachel turns and blows a kiss to Chloe and Kate as they leave. Chloe flips her off, but Kate waves. Rachel turns back around in a rush. God, she's acting like she's 12 again or something, pining after Amanda Seyfriend.

"Did you ever watch Jennifer's Body?" Rachel asks.

"You already know I'm gay," Max says.

"Yeah, but Kate had never seen it," Rachel protests.

"Kate watched her first R-rated movie because Chloe asked her to two months ago," Max snorts. "Jennifer's Body is a little in the deep end."

"I bet she'd like it," Rachel says, letting go of Max's arm to rush forward. 

"You hope she'd like it," Max teases.

"Who wouldn't wanna bang Needy Lesnicki?" Rachel asks brightly.

"You're not into Jennifer?" Max asks, bewildered.

"Nah, but I'm not the one into bad girls," Rachel says, with a far-too-exaggerated wink. Max groans and says something Rachel doesn't pay attention to, falling a few steps behind Rachel.

They walk along the beach for awhile before she decided the time is right.

"So what's up?" she asks, a little louder than is really comfortable. Max doesn't flinch. Almost like she's gotten used to Rachel's tricks or something. Rude. 

"What do you mean?"

"You've been acting weird all morning," Rachel says, not quite an accusation, but brushing up against it.

"Yeah," Max admits, easier than Rachel expected her to. She got used to Chloe, who'd rather run away than give up that easily. Sometimes literally. 

"So..." Rachel says, determined to draw out the last syllable until Max tells her what's going on or she runs out of breath.

"Ugh, don't _do_ that," Max says after barely any time at all. "Warren's been bothering me."

Rachel can feel the smile on her face stiffen. "Is that so?"

"Jeez, you sound like you're gonna beat him up," Max says, laughing like she knows it's not _quite_ a joke. Rachel doesn't respond, and Max quickly adds, "Don't do that, by the way."

"Fine."

"Don't ask Chloe to either."

"What? C'mon."

"No," Max says, a note of panic in her voice.

"Fine," Rachel says, far more petulantly. "What's Warren doing?"

"He just--won't leave me alone! He keeps bugging me about going to a drive-in, or watching these twisted movies I _don't_ wanna watch, and he keeps hanging around outside the dorm and I just--"

"Max," Rachel says. "That kinda sounds like stalking?"

"I--no," Max says. "It's not that bad, I don't think. I just need him to get that I'm _not interested_."

"Just date someone," Rachel says, grin wide. "That'll do it."

"What are you-- _no._ "

"I'm sure Chloe's interested," Rachel says.

"I'll ask her out as soon as _you_ ask Kate out," Max retorts, and Rachel remembers that Max is the worst, actually.

"I--that's--" Max's laughter snaps Rachel out of her embarrassment. "God, fuck you."

"Yeah, yeah," Max says, smiling more openly than she did for the first months of their friendship.

"So," Rachel says. "I have a solution for the Warren problem, maybe."

"What?" Max says. 

"Date me," Rachel says, spinning around and walking backward. "Or, like, pretend to. It'll get Warren off your back, anyway."

"That--might work," Max says haltingly. Rachel can practically see the gears in her brain turning. "Warren's terrified of you, so."

"Yeah!" Rachel says, mostly delighted. "Plus, like, no one'll fuck with you if you're _my_ girl."

"You're possessive," Max says, looking almost flustered.

Rachel's returning grin is a little softer than she'd like.

* * *

"So what's up?" Chloe asks, pulling out of the Two Whales parking lot a little faster than she should. She only speeds a _little_ when Kate's in the car, because it bugs her, even if she doesn't call Chloe on it.

"How would I get Victoria to leave me alone?" Kate asks, hands twisting whatever it is she's holding in her lap.

"Those assholes bothering you again?" Chloe asks, suddenly righteously angry. Again. Christ, she'd thought keying Victoria's car would've worked for longer. She might have to take Rachel up on her offer of blackmail.

"Yeah," Kate admits, hands untwisting a bit. "I just--that _stupid_ video!"

Nathan, of course, faced far worse than his car getting fucked up. Rachel had gone _scary_ , reminding Nathan that she was rich, too, that their parents might not give a shit about her but that she has the resources to ruin him, to ruin his _sister_. Plus, she'd broken his arm. He's not even at Blackwell anymore. Chloe was mostly impressed, but a little intimidated, too.

"Kate, you know whatever happened that night isn't your fault," Chloe says awkwardly. She'd freaked out when she'd heard what Nathan had done/tried to do, and Rachel had been _pissed_ at Nathan, sure, but she'd also explained in no uncertain terms that Kate's feelings were more important than anything Chloe was feeling at the moment, and that she'd _better_ put Kate first.

Kate was lucky to have such a good friend. It's a shame Kate had such a massive crush on her--she wasn't exactly Rachel's type. At least, Chloe didn't think she was--Rachel dated like she was trying to make bad decisions. And she did care about them, but--still. After Frank, it's hard to see Rachel cuddling up with Kate more than she does with any of her actual friends.

Maybe she's being mean. Whatever, she's still a little pissed about the whole Frank thing.

"Yeah," Kate says, and Chloe thinks she sounds convinced. "I know. But they're still writing things on my whiteboard, even if I know Max is erasing it, and they're _throwing_ things at me in class--"

Chloe briefly considers going into Wells' office and convincing him to change her entire schedule to match Kate's. Sure, she doesn't give a _single_ fuck about photography, but whatever. She'll make do.

"--and I'm just really, really tired," Kate says, voice unsteady. "So. How do I get her to leave me alone?"

Chloe takes a deep breath. Kate's feelings are what's important here. "You could spend more time with me or Rachel. They won't bully you if either of us are there."

"I have class with Rachel a lot," she says. "Would you walk me from my classes?"

"Of course, Kate," Chloe says, silently lamenting the loss of her smoke breaks. 

"They'll still leave nasty comments all over my whiteboard," she says. "And my social media. But I can handle that, I think."

"You shouldn't have to," Chloe says, a little more aggressively than she intends to.

"They're saying I'm a prude _and_ a slut," Kate says. "I'm _neither_ and it shouldn't _matter_ anyway! I don't--"

She sniffs. Chloe panics.

"Look, Kate, we're all here for you, you know that, right?" Chloe says. "You're a really good person and you don't deserve the way they're treating you and we _will_ get it to stop."

Kate smiles at Chloe, eyes watery but not quite crying. "You're a good friend."

"Yeah, I know," Chloe says with a snort.

"Really. I'm glad Max introduced me to you."

Chloe grins, face towards the road. "Thanks, Kate."

They're silent for a bit.

"Hey," Kate says. "I have an idea that might get them to leave me alone, maybe?"

"What is it?" Chloe asks, perking up.

"Only if you're okay with it," Kate says.

"...what is it?" Chloe repeats.

"They'll leave me alone when I'm with you," Kate says. "But if I was, um, _with_ you, I bet they'd leave me alone entirely."

"Do you mean, like, if we were together?"

"Yeah?" Kate asks.

Chloe nods. "It's--a good idea? Your parents might find out, though."

"We don't have to post about it," Kate reassures her. "And everybody gossips so much, it'll do the work for us."

"True," Chloe says. "You're sure you're okay with it?"

"It's not like Rachel's gonna ask me out," Kate says with a sad smile. Chloe winces. "Were you gonna actually ask Max out?"

"Low blow, Marsh!" Chloe complains. "But, uh. No. Probably not."

"Sorry," Kate says. "I hope she asks _you_ out, soon."

"We'll have to tell them our plan's fake," Chloe says thoughtfully. "It'd suck if we didn't and ruined something."

Kate smiles. "Yeah."

* * *

They text each other at about the same time. Everyone goes to bed newly-not-single and bummed.

Their next breakfast technically-a-double-date is _awkward_.


	2. Chapter 2

Rachel is holding Max's hand. It's comforting, Max guesses, but it's mostly just that she has something to focus on other than Chloe's arm around Kate's shoulder on the other side of the booth. They look good together, which is the worst part--well, no, the worst part is that she's found out that someone as shy as her _might_ still be Chloe's type, but _she_ wasn't. The second worst part is that they look good together, and that they're so clearly happy, and that as much as Max might want Chloe to herself, they're good.

Max squeezes Rachel's hand. Rachel squeezes back.

"So when did you realize you liked Max?" Kate asks, still looking down at her pancakes. 

Chloe shifts in her seat, and Rachel says, "It was kind of a slow thing. She just noticed more about me than other people do, which is, uh, new for me." She takes a bite of bacon. The rest of them wait patiently, which is a testament to how weird this morning is. Normally, the only thing that can get them to shut up is Joyce walking up, where they all smile at her sweetly and wait for her to leave.

"Anyway," Rachel says. "She's--nice. And that's not normally my thing, but being around her makes me feel less alone." Max's stomach twists as she realizes Rachel's not talking about Max at all. She's talking about Kate. Max isn't upset that Rachel likes Kate, but the reminder that _no_ one likes her--except Warren--is a nice little twist of the knife of Chloe and Kate's relationship. 

"Never took you for the sentimental type, Rachel," Chloe says, teasing.

"Never took you for Kate's type," Rachel says, and it's a little meaner than Max thinks she meant it to come out. Chloe's face twists into something angry, and Kate whispers something in her ear, and Max feels like sinking through the booth and into the earth would be amazing.

"Well," Kate says. "Opposites attract, right? Besides, Chloe's always been ready to defend me. It's sweet."

Chloe smiles, and Max finishes her waffle with a little more fervor than is strictly necessary.

Chloe offers Max a ride home so that Kate and Rachel can hang out, since they haven't had a chance recently. Rachel's grip on Max's hand gets vise-like for a second, but when Max turns to her to see if she wants her to stay, Rachel shakes her head slightly. 

"Talking without actually talking," Chloe says, and Max would think she sounded jealous if she didn't know better. "You two are cute."

"I know, right?" Rachel says, beaming, and Chloe's brow furrows. "See ya, Max!"

Max, happy that Rachel didn't need her help, doesn't realize she's about to be trapped in a car with only Chloe for the next 20ish minutes until she's buckled her seatbelt.

"You okay, Max? You look a little sick," Chloe asks, and the concern in her voice isn't exactly helping Max with repressing her crush.

"Yeah, I just, uh, ate. Too quick." It's a shitty excuse, and one Chloe clearly sees through, but she doesn't call her on it. "I'm fine, though, let's go home."

"Blackwell's home to you?" Chloe asks curiously, pulling out of the parking lot. Kate waves goodbye, and Chloe gives a little wave in return. Fuck, they're sweet, too? 

"I guess," Max says. "I mean, Seattle was great, but I always felt a little out of my league. Here--well, I still feel out of my league sometimes, actually."

Chloe laughs, and she looks gorgeous in the morning light. "Max, you know you're better than every single one of these Blackwell photo-bros, right?"

"Some of them do take really good photos," Max protests. "Besides, Victoria--"

"She's a bitch," Chloe says, interrupting her.

"Right," Max says. "She's my main competition in class, anyway. You, uh, seem pretty mad."

"She won't leave Kate alone. Wouldn't, I guess," Chloe says, a note of pride in her voice.

"Yeah, you're pretty scary when you need to be," Max says, hoping against hope that she doesn't sound as enamored as she thinks she does.

"I know," Chloe says, and Max rolls her eyes, but she's smiling.

The rest of the drive is silent, but comfortably so. When Chloe pulls up in front of Blackwell, Max asks, "You're not hanging out?" She's a little upset--they usually spent a lot of the weekend together.

"Kate and I had plans, so," Chloe says. It feels like a rejection, which is ridiculous, because Chloe has no idea that Max even likes her.

"Right," Max says. "Wouldn't wanna interrupt your date."

Chloe grins. "Kate's pretty cool."

"Yeah," Max says. "She is."

She doesn't slam the car door, but she does walk away from the car in more of a rush than she needs to.

"Hey, Max!" she hears someone call. It isn't Chloe, and she doesn't really wanna talk, so she keeps walking, pretends she didn't hear anything, and pulls out her headphones. Unfortunately, he catches up before she can play her music and ignore him completely.

"Warren," she says. "What's up?"

"Heard a _crazy_ rumor," he says. "Did you know Juliet thinks you're dating Rachel Amber?"

Max has never been so thankful for Juliet's gossip-y nature. "I am, actually."

"Wait, you're--uh, you are?"

"Yeah," Max says. "I mean, she's one of my favorite people here at Blackwell." That's a little mean. "One of."

"Sure," Warren says. "Guessing you don't wanna go to a drive-in with me, then?"

"I...don't wanna go on a date with someone who isn't my girlfriend," Max says honestly. If she's picturing Chloe instead of Rachel next to her, well, that isn't Warren's business. 

"Fine," Warren says, almost angry, as if he has any goddamn right to be. "See you in class?"

"Sure," Max says, but he's leaving before she's finished speaking. Part of her wants to jump up and down and cheer, but instead she pulls out her phone.

_Warren just left me alone in the middle of a conversation!_

_uh RUDE_

_Rachel, that's what we were trying to do._

_yeah but stillllllllll. he's rude_

_Yeah. But it's working!_

_good!! i'm happy fr u max_

_All thanks to you_

Rachel doesn't respond after that, but Max is too happy about her newfound freedom to walk around campus unbothered to care.

* * *

"So what d'you wanna do, Kate?" Rachel asks.

"Walk on the beach?" Kate suggests. Rachel looks like she doesn't have a care in the world, which usually means she doesn't want to actually address how she's feeling, but probably has more to do with Max this time.

"That's what I did with Max last week," Rachel says, and Kate sighs. "Still, haven't had a chance to walk the beach with you in ages!"

"We could also just walk around downtown," Kate says, trying to sound enthused. She's not a fan of being downtown, since that's where Victoria and Taylor and Courtney usually hang out, and she just wants privacy.

"Alright," Rachel says, clearly a little disappointed. "Whatever you want, Kate!"

Rachel grabs her hand and tugs her along. It's the same way she's acted their whole friendship, wholly platonic, but it feels like something she shouldn't have. Kate doesn't drop her hand, but she doesn't grab it again after Rachel drops it the way she usually might when they get to their destination.

She always used to smile at Kate when she did that. She doesn't comment on it at all, which stings.

"I know this tea shop is yours and Max's thing," Rachel says, inhaling deeply. "But it smells amazing just from out here. We should go in!"

"Another time," Kate says with a glance behind her. "C'mon, let's keep going."

"Spill," Rachel says. "What's up, you've been--oh."

Rachel's tone shifts so quickly that Kate has to give herself a second to catch up. Her grin, usually real and genuine when they're hanging out, has switched to something sharper. "Rachel, you don't have to."

"Victoria!" Rachel says brightly, and Kate tries not to enjoy the way that Victoria looks scared for a second.

"Rachel," Victoria says, and doesn't address Kate at all. Rachel didn't say hi to either Courtney or Taylor, so she supposes it makes sense.

"Heard about your car," Rachel says with a click of her tongue. "How much were repairs again?"

"Nothing you could afford, so why worry?" Victoria says snidely.

"Oh, I don't worry about you," Rachel says, still cheerful. "I don't think about you enough to."

It's more direct than Rachel usually is with her, much meaner, and (in Kate's opinion) vindicating. Courtney glances at Kate with a look she can't quite decipher.

"Heard about you and Max," Victoria says. "Really, you and her?"

"I know, we're both so _far_ out of your league," Rachel says brightly. "Just like Chloe and Kate."

Victoria's face falls. " _Chloe's_ dating Kate?"

"Yup," Rachel says. "Aren't they sweet?"

"Chloe Price?" Victoria says.

"Because there's so many Chloes at Blackwell," Rachel says. "Of course, Chloe Price." Her phone goes off and she starts responding to a message, ignoring Victoria entirely.

"Well, I--you know that's rude, right?" Victoria says.

"What?" Rachel says, still looking at her phone. Kate giggles. Rachel stops typing for a second and then goes back to it.

"Ugh," Victoria says, pushing past Kate. Rachel grabs Victoria's wrist.

"Don't do that," Rachel says, all cheer in her voice suddenly gone. "I know more about you than you might think."

Victoria's face twists into something nasty, but before she can say whatever mean thing she's about to, Rachel's tugging Kate away, arm-in-arm.

"Rachel, that was _amazing_ ," Kate says, expecting Rachel to put her phone away. She doesn't, though. "Everything okay?"

"What? Yeah, just Max," Rachel says, focused on the screen for another second. "I'm here now, though, promise." To prove her point, she puts her phone on silent and slides it into her pocket.

"You and Max seem really sweet," Kate says cautiously. "I wouldn't have expected it."

"What, that I'm Max's type? It surprised me too," Rachel says. 

"Of course you could be Max's type," Kate says. "You're--kind, and funny, and clever."

Rachel's face flushes. "I--you think I'm smart?"

"You have a 4.0," Kate reminds her.

"Oh. Yeah," Rachel says. "Still, most people, uh--don't. Really see that. They see, you know." With the arm not linked with Kate's, she gestures towards herself.

"Most people are dumb," Kate says. "You're one of my closest friends in the world, Rachel, and it's not just because you're pretty."

"You think I'm pretty?" Rachel teases, and Kate might die here, actually. "Just kidding, I know I'm a snack."

"Yeah," Kate says. "You want to be a model, you--you're pretty objectively pretty, Rachel."

"Objectively pretty," Rachel says. She doesn't sound like she appreciates the compliment. "And smart, too, you said?"

"Yeah," Kate says, trying to figure out why she feels so off-kilter. More than she usually does around Rachel.

"Thanks, Kate," Rachel says, smiling at her softly. Kate's stomach falls, because now she knows it doesn't mean what she'd hoped it meant, back before her friends started dating, back when she thought that might just be how Rachel smiled at _her_.

"What are friends for?" Kate says.


	3. Chapter 3

**Notes for the Chapter:**

> sorry for the lack of updates, quarantine hits different

Chloe's in a weird mood the next week. Kate's got her head resting on Chloe's shoulder, and it's something Kate's done a hundred thousand times, but it feels...different, somehow. Oddly intimate. 

"I heard _you_ yelled at Victoria earlier this week," Rachel says, cheerful despite the dark bags under her eyes. "What happened?"

Kate shrugs a little. "She was being mean to Chloe, and I remembered the way you called her out when we were hanging out. I guess...you inspired me."

Rachel smiles a little, but it looks forced, and if _Chloe_ can tell, that means it's pretty obvious. "Well. Good for you. I wish I could've seen it."

Max looks over at Chloe, and Chloe makes a face at her. She barely smiles. She's been quiet this whole breakfast, her undereye circles darker than Rachel's, eyes a little bloodshot. If it weren't for it being _Max,_ Chloe'd think she stayed up smoking. Then again, she's dating Rachel, so clearly Chloe doesn't know her as well as she thought. 

"Chloe," Kate says at her shoulder, and Chloe jolts. She hadn't realized she wasn't paying attention.

"Sorry, Kate," Chloe says apologetically.

Kate smiles up at her, and Chloe smiles back at her without even really being aware of the fact she's doing it.

"Damn," Rachel says, startling Chloe. "I wish Max had brought her camera."

"She always has her camera," Chloe says, and Max nods, a little shy about it.

"Well, next time they're being cute," Rachel says, and takes a sip from her tea. "It's a good photo."

It's not the teasing Rachel normally favors, and for a second, Chloe wonders if Rachel's jealous or something. It doesn't make sense, though, because Rachel and Max spend all their time with each other, nowadays, and it's not like Chloe's short-lived crush on Rachel led to anything.

Unless...well. No. Rachel may be into Max, but Kate's...not Rachel's type. Chloe's almost relieved, somehow, and that's...weird. Everything's so weird.

Kate's defending _her_ against Victoria, which defeats the whole point of what they're doing, but Kate hasn't said anything about stopping what they're doing. Chloe didn't even think about it until that night, smiling like an idiot at some picture of Alice that Kate had sent her, when she realized that there was no reason to keep up the charade. 

She'd felt so upset about that, a pit in her stomach, and she's not sure why. Her other friends don't spend any fucking time with her anymore, and Kate has plenty of people other than Chloe, so maybe that's it. Even when her friends are pissing her off, she doesn't miss being alone. 

The other part of it, though, is that Kate is so much cooler than she thought. Chloe always knew she was more than just "quiet Christian closeted lesbian", but the past two weeks, Kate's tried skateboarding, helped Chloe dye her hair, even talked Chloe through a panic attack without asking invasive questions afterwards. For years, she'd thought Rachel was the only person who would do that for her. 

Chloe doesn't want to lose Kate, as a friend or otherwise.

* * *

Rachel's only half paying attention to the conversation around her, more focused on Max's hand in hers. Last night, Max had come to her room, upset, talking about how everyone thinks Kate and Chloe are just the _sweetest_ couple, about how Chloe helped Kate grow a spine (Rachel bristled at that), about how Chloe so clearly adores Kate (Max's main issue).

"I want to be happy for her," Max says quietly, Rachel making sympathetic noises with her arm around her shoulder. "I just--I wish it was me."

"Yeah," Rachel says, imagining Kate yelling at Victoria for her. "I get it, Max."

Rachel reaches over with her other arm to grab a joint, expecting Max to keep talking. Instead, Max grabs the joint from her as soon as it's in arms reach, looking at Rachel expectantly.

"Uh. Since when do you smoke?" Rachel asks, a little charmed. 

"Since the girl I'm in love with started dating one of my best friends," Max mutters. "Come on. Please."

"Okay, just pace yourself," Rachel says, moving her arm off of Max to go get her lighter. "If you're in a shitty mood before you smoke, you might get paranoid."

"Hella paranoid," Max says, but takes a deep breath and calms down a little like Rachel said, so Rachel lights the joint.

Max breathes in, probably too much for her first ever hit, and hacks her lungs out while passing it to Rachel. Rachel tries to hide her smile behind the joint, not even coughing at all as she exhales the smoke.

They puff and pass for awhile longer, Max's complaining about Chloe quickly shifting into reminiscing about their fond memories. Rachel talks about when she first came to Blackwell, how Kate kept her from getting too wrapped up in the Vortex Club and probably saved her from a dangerous situation. She doesn't feel paranoid, and from the relaxed way Max is moving, neither does she, but Rachel's _bummed_ by the time the joint's gone.

"I don't know if I feel better," Max says, and Rachel laughs. "But thanks for, uh. Letting me talk."

"Same here," Rachel says. Neither of them have moved to get up, still just looking at each other. Rachel's counting Max's freckles, but she keeps getting distracted by nothing at all.

Max leans back against Rachel's bed. Neither of them say anything. Rachel feels like all her limbs are heavy but she's light, almost, all her relationship worries and pining hard to hold onto.

"Has, uh, Warren left you alone?" she asks. 

Max nods. "He's with Brooke now." She's looking right at Rachel, still, her gaze weirdly piercing. Rachel's not used to being looked at that way.

She's not sure which one of them moves first, but Max's lips are against hers. The kiss is chaste, and brief, and when Rachel winds her hand into her hair, she's picturing something long and blonde.

Rachel pulls back, her head against her comforter, and says, "I'm sorry, but--"

"No," Max says. "I was, uh. I was picturing Chloe. That's not fair to you."

"Oh, sweet," Rachel says, and Max frowns before Rachel adds, "I was picturing Kate. I'm glad we're on the same page."

Max snorts a little, and suddenly they're both laughing, Rachel's head on Max's shoulder. Max is shushing her and Rachel keeps laughing louder, and eventually they fall asleep curled up into each other.

Rachel might not, like, _like_ Max, but she's happy she's there. Any friendship that can survive kissing while picturing your other friends is one she intends on keeping.


	4. Chapter 4

"Hey, Max," Chloe says, grabbing her arm to stop her on her way into the diner. Kate smiles back at them as she keeps going, on her way to meet Rachel inside. "Can I, uh, talk to you?"

"Sure," Max says, suddenly anxious. It's ridiculous, because Chloe is her friend and she trusts her, but she just keeps thinking about her talk with Rachel the night before. Rachel, knocking on her door, drunker than she's been in months and already crying a little. Max had let her in, of course, and Rachel had cried into her shoulder about how she doesn't want to burden Kate, but she misses her, and she doesn't know if she can talk to her anymore since she's just so fucking _sad._

Max tried to offer comfort, but it's not like she's not in the same boat with Chloe. 

Chloe pulls Max around to the parking lot, Frank's RV parked in the back (as it usually is). Max leans against one of the windows, trying to look casual. "So what's up?"

"Uh," Chloe says. "Shit, this is harder than I thought."

Max frowns. "Chloe, it's okay."

Chloe nods. "Yeah, I know, it's just...I don't want to mess this up." She leans against the wall next to Max. Max tries not to notice just how closer her face is. "Okay, so, Kate and I broke up."

"Oh," Max says. "I'm so sorry, Chloe, are you--"

"I'm okay," Chloe says quickly. "It was, like. Fake. We just wanted Victoria to leave Kate alone." Max smiles a bit. Chloe frowns. "Okay, it was a weird idea, but it _worked_ \--"

"Rachel and I did the same thing," Max says.

Chloe stops. "Wait. What? Victoria was bothering you?"

The look on her face is fiercely defensive, and a wave of affection rushes over Max. "Nah. No more than usual. Warren just wouldn't take a hint. He's dating Brooke now, though, so Rachel and I split up. Or, you know, 'split up'." She does air quotes.

Chloe grins at her. "Well. We're dumb, huh?"

"Yeah," Max says. "Or not dumb. Since it worked?"

"No," Chloe says, taking a deep breath. "I should have talked to you before Kate and I started our plan."

"Why?" Max asks, confused. "What would I have done?"

Chloe looks down and away from her, fingers twitching in the way they used to back when she first quit smoking. "So. Kate told me that if we were gonna do our plan, I should talk to you first. Because, uh. Fuck."

Max waits, resisting the urge to grab Chloe's hand like she used to when they were kids.

"I like you," Chloe says, looking at her for a split second before glancing back away. "Uh. And if you--"

Max cuts her off with a kiss, leaning up and putting a hand on Chloe's face. Chloe stands there for a second before pulling back, eyes wide, hand over her mouth.

"Just to be clear, you, uh, like me back and didn't just panic and try to shut me up?"

"I like you too," Max says, grinning wide enough that her face hurts.

Chloe's answering smile is small, almost shy, and Max can't help but kiss her again.

* * *

Kate's first indication that something is off is Rachel's face.

She's quiet this morning, which isn't as abnormal as other people might think. Rachel always has to be the center of attention everywhere else. It's this booth in the diner, the one Kate fondly thinks of as theirs, that she can be quiet in.

But Rachel's quiet, peaceful, thoughtful expression shifts to anger as she looks at something out of the window.

Kate turns to look, and Rachel puts a hand on her face and turns her head back. "Don't look. It's--um, _fuck_ , okay--"

Rachel's hand is still on her face. Kate almost puts her own hand up to hold it there before she catches herself. 

"So, uh. Chloe and Max are--fuck, I can't believe she'd _do_ this--I'm so sorry, Kate--"

"Chloe and I aren't together," Kate says. "What are Chloe and Max doing?"

Rachel blinks, and seems to notice her hand for the first time. She drops it quickly. "They're, uh, ki--you're not together?"

Rachel's confused face is extremely cute, and Kate smiles a little. "Yeah. Wait, but you and Max--"

"Oh, we weren't ever even dating," Rachel says quickly.

Kate stops, processing.

"We, uh, fake dated. To get Warren off her back." Rachel's getting quieter as she keeps talking, as if she's embarrassed. "It worked, though, so we're done now."

"That's why Chloe and I were together," Kate says. "Except I wanted Victoria to leave me alone, not Warren."

"You're not...wait, you're not?" Rachel leans across the table, looking at Kate's face with intense concentration. Kate tries not to pull away under the full weight of her gaze, or, worse, get closer. "I really thought you two were into each other."

"She's a good friend," Kate says. "We gave each other some good advice."

"What advice?" Rachel asks.

Kate takes a deep breath. "Okay. So, I know you don't--I know you don't, um, like me." Rachel opens her mouth as if to interrupt her, and Kate shakes her head. It's bad enough that Rachel's going to know about her one-sided crush; she doesn't need to hear explanations of why it's one-sided. "But I like you. And your friendship means so much to me, Rachel, and I really want to stay friends."

Rachel's shifting in her seat. "Can I talk now?"

"Yeah," Kate says, bracing herself.

"Kate, I have, like, a _massive_ crush on you. It's embarrassing. Max could tell, I mean, _Max_ , and I spent most of the past month pining after you, and I really, really want to kiss you. If that's, uh, okay. Fuck, do you want to like, keep this secret?"

Kate, trying to keep along with Rachel's rapidfire speech, shakes her head, and leans across the table.

Rachel really goes for it when she kisses, apparently, both of her hands on the sides of Kate's face, so enthusiastic that their teeth click together a bit.

As first kisses go, it's pretty great.

Chloe and Max walk in hand-in-hand, and Chloe woops for them. Rachel pulls back to flip her off, but she's smiling wider than anything, and Max is still blushing, and Kate feels lighter than she can remember.

"So," Joyce says, tone a mix between long-suffering and amused, "What do you ladies want to eat?"

**Author's Note:**

> i make no guarantees about when this fic will be updated, but i'm hoping weekly!


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